"I'm Jewish, 5'9" on a really good day –- and I can't dance. At all," the L.A. resident jokes. "You're Christian, 5'10", and that Cat Daddy video should have won an Oscar for best short film. You could say this is destiny."

Other things they have in common? Upton, 20, is on the cover of Sports Illustrated -- and Davidson reads Sports Illustrated!

"I'm going to be real with you here, I don't have a girlfriend," Davidson confesses. "Kate, great moments are born from great opportunity. And that, is what you have here today. A chance to make a nice guy's senior year the best ever."

"Kate, we can ride around all night long -- till 11, that's my curfew," he continues. "But really, it would mean the world to me if you came and I would do anything to make sure you get here."

With a nice suit on and red roses in hand, Davidson gets down on one knee in the video and asks, "So Kate, will you go to prom with me?" Fade out to "Kate prom?" written in the sky.

For good measure, Davidson also proposed a prom date to Upton via Twitter. "Kate Upton, you are the most beautiful woman in the world!" he wrote. "Please do me the great honor of going to prom with me!"

The two-time Sports Illustrated cover star has yet to give him a response.